Incoming Letter: Starburst II, Inc. and Sprint Nextel ...

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July 2, 2013

Securities Exchange Act of 1934--Rules 12g-3(a) and 12b-2 Securities Act of 1933--Rule 414 Securities Act of 1933--Forms S-3, S-4, and S-8 Securities Act of 1933--Rule 144 Securities Act of 1933--Section 4(3) and Rule 174

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549

RE: Starburst II, Inc. and Sprint Nextel Corporation (Commission File No. 001-04721)

Ladies and Gentlemen:

We are counsel to Starburst II, Inc., a Delaware corporation ("New Sprint") and New Sprint's wholly owned subsidiary, Starburst III, Inc., a Kansas corporation ("Merger Sub"), and on behalf of such entities and Sprint Nextel Corporation, a Kansas corporation ("Sprint"), request advice of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), arising out of a proposed plan to: (i) consummate a merger transaction, pursuant to which Merger Sub will merge with and into Sprint, with Sprint surviving the merger as a wholly owned subsidiary of New Sprint (the "Sprint Merger") pursuant to that certain agreement and plan of merger by and among SoftBank Corp., a Japanese kabushiki kaisha ("SoftBank"), Sprint, Starburst I, Inc. ("HoldCo"), New Sprint, and Merger Sub dated as of October 15, 2012, as amended (the "Merger Agreement"); and (ii) consummate Sprint's acquisition of all of the equity interests of Clearwire Corporation (together with Clearwire Communications LLC, "Clearwire") not currently owned by Sprint (the "Clearwire Acquisition," and, together with the Sprint Merger, the "Transaction"). The Sprint Merger is expected to be closed in July 2013 and at such time New Sprint will be renamed "Sprint Corporation." The Clearwire Acquisition is expected to be closed either shortly before or shortly after the closing of the Sprint Merger. New Sprint is applying to have the New Sprint Common Stock (as defined

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below) listed on the New York Stock Exchange (the "NYSE") under the proposed symbol "S," the same ticker symbol currently used by Sprint.

Background Information

1. Sprint

Sprint was incorporated in Kansas in 1938. Sprint is authorized to issue 6,620,000,000 shares of capital stock as follows: (i) 6,000,000,000 shares of Series 1 voting common stock, par value $2.00 per share (the "Sprint Common Stock"); (ii) 500,000,000 shares of Series 2 voting common stock, par value $2.00 per share (the "Sprint Series 2 Common Stock"); (iii) 100,000,000 shares of non-voting common stock, par value $0.01 per share (the "Sprint Non-Voting Stock"); and (iv) 20,000,000 shares of preferred stock, par value $0.01 per share (the "Sprint Preferred Stock"). As of July 1, 2013, 3,024,073,574 shares of Sprint Common Stock were issued and outstanding, and no shares of Sprint Series 2 Common Stock, Sprint Non-Voting Stock, or Sprint Preferred Stock were issued and outstanding. Sprint Common Stock is registered under Section 12(b) of the Exchange Act and is listed on the NYSE under the symbol "S." Sprint is a large accelerated filer pursuant to Rule 12b-2 under the Exchange Act and had a market capitalization of approximately $21.4 billion as of July 1, 2013. The only classes of securities with respect to which Sprint has a reporting obligation under the Exchange Act is the Sprint Common Stock and the following Sprint debt securities:

Security 6.875% Notes due 2028 11.5% Notes due 2021 and 9.125% Notes due 2017 7.00% Notes due 2020 6.00% Notes due 2022

Commission File Number Commission File Number 001-04721 (filed November 12, 1998) Commission File Number 333-180513 (filed April 2, 2012 and amended July 2, 2012)

Commission File Number 333-171301 (filed August 13, 2012) Commission File Number 333-171301 (filed November 9, 2012)

Sprint currently maintains an automatic shelf registration statement on Form S-3, Commission File Number 333-171301 (filed December 21, 2010) (the "Shelf Registration Statement"). Sprint has been a reporting company under the Exchange Act for over fifty years and is current in all of its reporting obligations thereunder.

As of July 1, 2013, Sprint sponsored three equity incentive plans: the 2007 Omnibus Incentive Plan; the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan; and the 1997 Long-Term Incentive Program (together, the "Compensation Plans"). Sprint also sponsors an Employee Stock Purchase Plan (the "ESPP"), the Sprint Nextel Deferred Compensation Plan (the "Sprint Nextel Deferred Compensation Plan"), the Sprint Executive Deferred Compensation Plan (the "Executive Deferred Compensation Plan" and together with the Sprint Nextel Deferred Compensation Plan, the "Deferred Compensation Plans"). We refer collectively to the Compensation Plans, the ESPP, and the Deferred Compensation Plans as the "Incentive Plans." As of July 1, 2013, 62,889,804 shares of Sprint Common Stock were subject to outstanding options or underlying restricted stock units issued under the Compensation Plans. Sprint maintains effective registration statements on Form S-8 with respect to each of the Incentive Plans.

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The Commission File Numbers for the Incentive Plans are set forth below:

Incentive Plan 2007 Omnibus Incentive Plan Nextel Communications, Inc. Amended and Restated Incentive Equity Plan 1997 Long-Term Incentive Program

Employee Stock Purchase Plan Sprint Nextel Deferred Compensation Plan Sprint Executive Deferred Compensation Plan

Commission File Number(s) Commission File Number 333-142702 (filed May 8, 2007) Commission File Number 333-127426 (filed August 11, 2005)

Commission File Number 333-54108 (filed January 1, 2001 and amended February 12, 2004 and April 29, 2004) Commission File Number 333-59124 (filed April 18, 2001 and amended February 12, 2004 and April 29, 2004) Commission File Number 333-103691 (filed March 10, 2003 and amended February 12, 2004 and April 29, 2004) Commission File Number 333-111956 (filed January 16, 2004 and amended June 28, 2004) Commission File Number 333-115621 (filed May 19, 2004) Commission File Number 333-124189 (filed April 20, 2005) Commission File Number 333-115607 (filed May 19, 2004) Commission File Number 333-159330 (filed May 19, 2009) Commission File Number 333-130277 (filed December 12, 2005)

Sprint (together with its consolidated subsidiaries) is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Sprint's operations are organized to meet the needs of its targeted subscriber groups through focused communications solutions that incorporate the capabilities of its wireless and wireline services. Sprint is the third largest wireless communications company in the U.S. based on wireless revenue, one of the largest providers of wireline long distance services, and one of the largest carriers of Internet traffic in the nation. Sprint's services are provided through its ownership of extensive wireless networks, an all-digital global long distance network and a Tier 1 Internet backbone.

2. New Sprint and Merger Sub

New Sprint and Merger Sub are wholly owned subsidiaries of SoftBank, formed by SoftBank specifically for the transactions contemplated by the Merger Agreement. New Sprint is a "business combination related shell company" under applicable provisions of the Securities Act that was formed by SoftBank for the sole purpose of completing the transactions contemplated by the Merger Agreement and the Bond Purchase Agreement (as defined below). The issuance of the New Sprint Common Stock to Sprint's stockholders has been registered on a registration statement on Form S-4 (File No. 333-186448), which was declared effective on May 1, 2013, and which was amended by an exhibits-only post-effective amendment dated June 13, 2013 (the "Form S-4"). The Form S-4 also contains the definitive prospectus and the definitive proxy statement for the Special Meeting of Sprint stockholders required to approve the Sprint Merger. The proxy statement and prospectus was supplemented on June 13, 2013 pursuant to a proxy

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statement ?prospectus filed with the Commission under Rule 424(b)(3) of the Securities Act (the "Supplement).

To date, neither New Sprint nor Merger Sub has conducted any activities other than those incident to their formation, the matters contemplated by the Merger Agreement, the Bond Purchase Agreement and the preparation of the Form S-4 and the Supplement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Sprint, with Sprint surviving the Sprint Merger as a wholly owned subsidiary of New Sprint. As of the consummation of the Sprint Merger, the assets and business of New Sprint will consist exclusively of those of Sprint (including any remaining proceeds from the sale and issuance of the Bond, as defined and discussed below). New Sprint will be renamed "Sprint Corporation" and Sprint, as an operating subsidiary after the Sprint Merger, is expected to be renamed "Sprint Communications Inc." After the Sprint Merger is completed, New Sprint will be a "controlled company" under the rules of the NYSE, as discussed below. In connection with the effectiveness of the Form S-4, New Sprint has reporting obligations under Section 15(d) of the Exchange Act with respect to the New Sprint Common Stock. New Sprint is current in all of its reporting obligations thereunder.

Immediately prior to the closing of the Sprint Merger, the authorized share capital of New Sprint will be 10,020,000,000 shares, divided into 9,000,000,000 shares of common stock, par value $0.01 per share (the "New Sprint Common Stock"), 1,000,000,000 shares of non-voting common stock, par value $0.01 per share and 20,000,000 shares of preferred stock, par value $0.01 per share. Immediately prior to the consummation of the Sprint Merger, HoldCo's interest in New Sprint will be converted into New Sprint Common Stock pursuant to the terms of the Merger Agreement such that, upon the closing of the Sprint Merger, it is expected that HoldCo and former Sprint equityholders will hold approximately 78% and 22% of New Sprint, respectively, on a fully diluted basis.

3. SoftBank and HoldCo

SoftBank was established in 1981. It currently is engaged in various businesses in the information industry, including mobile communications (through its subsidiary, SoftBank Mobile Corp.), broadband services (through its subsidiary, SoftBank BB Corp.), fixed-line telecommunications (through its subsidiary, SoftBank Telecom Corp.), and portal services (through its consolidated subsidiary, Yahoo Japan Corporation). As of the end of its fiscal year ended March 31, 2013, SoftBank had 150 consolidated subsidiaries in total and had investments in 83 companies that it accounted for on an equity-method basis. By generating synergies among SoftBank's portfolio companies, as well as working with companies around the world that share its vision, SoftBank's goal is to become the world leader in mobile Internet while creating new value for customers and using the Information Revolution to contribute to the well-being of people and society.

HoldCo is a wholly owned subsidiary of SoftBank, formed by SoftBank specifically to hold securities of New Sprint in connection with the transactions contemplated by the Merger Agreement.

4. Clearwire Corporation

Clearwire is a Delaware corporation and a leading provider of 4G wireless broadband services, offering services in areas of the U.S. where more than 130 million people live. Clearwire holds

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the deepest portfolio of wireless spectrum available for data services in the United States. Clearwire serves retail customers through its own CLEAR? brand as well as through wholesale relationships with some of the leading companies in the retail, technology and telecommunications industries, including Sprint and NetZero. Clearwire is constructing a nextgeneration 4G LTE Advanced-ready network to address the capacity needs of the market, and is also working closely with the Global TDD-LTE Initiative and China Mobile to further the TDD LTE ecosystem. Clearwire's Class A Common Stock is publicly traded on NASDAQ under the symbol "CLWR." As of May 20, 2013, Sprint beneficially owned 50.2% of the equity interests Clearwire entitled to vote at the special meeting of Clearwire stockholders being held for the purpose of approving the Clearwire Acquisition (the "Clearwire Special Meeting"), which requires the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank.

Transaction Overview

1. The Sprint Merger

On October 15, 2012, Sprint, SoftBank, HoldCo, New Sprint, and Merger Sub entered into and announced the Merger Agreement, which was amended on November 29, 2012, April 12, 2013 and June 10, 2013. In connection with the Sprint Merger, SoftBank will invest approximately $21.6 billion in Sprint, consisting of approximately $16.6 billion to be paid to existing Sprint stockholders and $5.0 billion of new capital (such new capital includes New Sprint's acquisition of the Bond) to be used for, among other purposes, strengthening Sprint's balance sheet. As described in more detail below, the Sprint Merger is not conditioned on the closing of the Clearwire Acquisition.

On October 22, 2012, pursuant to the terms of the Bond Purchase Agreement between Sprint and New Sprint dated October 15, 2012 and amended on June 10, 2013 (the "Bond Purchase Agreement"), Sprint issued and New Sprint purchased a convertible bond in the principal amount of $3.1 billion (the "Bond"). Sprint may not voluntarily prepay the Bond in whole or in part prior to October 15, 2019, the maturity date. At any time after the Merger Agreement has been terminated and the Sprint Merger has not occurred, the holders of the Bond may convert the Bond (or portions thereof) into Sprint Common Stock, subject to receipt of all required regulatory approvals, as provided in the Bond Purchase Agreement. Subject to election by New Sprint, all Bonds will automatically convert into Sprint Common Stock immediately prior to a change of control with respect to Sprint. In addition, the Bond Purchase Agreement provides that the Bond will automatically convert immediately prior to the consummation of the Sprint Merger. New Sprint has the right to convert the Bond immediately prior to any repayment of the Bond. The conversion rate of the Bond is 190.476190322581 shares of Sprint Common Stock for each $1,000 of principal, subject to certain adjustments, with cash being paid in lieu of any fractional shares. Pursuant to the amendment to the Bond Purchase Agreement on June 10, 2013, Sprint agreed that upon consummation of an alternative transaction with a third party following certain qualifying termination events, New Sprint may suspend conversion of the Bond and can cause Sprint to purchase the Bond at a price, subject to adjustment, that consists of the principal and accrued interest of the Bond, plus the aggregate net value of Sprint Common Stock that would otherwise be issuable upon conversion of the Bond determined by subtracting the initial $5.25 per share conversion price of the Bond from the volume-weighted average price of Sprint Common Stock into which the Bond would otherwise be convertible over a period of 30 trading days

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ending on the date the Merger Agreement is terminated. As a result of its purchase of the Bond, as of June 7, 2013, New Sprint beneficially held 16.3% of the outstanding shares of Sprint Common Stock (giving effect to the conversion of the Bond), as reflected in the Supplement.

In the Sprint Merger, each Sprint stockholder is entitled to elect to receive, with respect to each share of Sprint Common Stock held by it, subject to the proration and allocation rules contained in the Merger Agreement, either $7.65 in cash or one share of New Sprint Common Stock. If a Sprint stockholder holds more than one share of Sprint Common Stock, that stockholder may elect to receive cash as to some of its shares of Sprint Common Stock and New Sprint Common Stock as to other shares of Sprint Common Stock, subject to such proration and allocation rules. Under the terms of the Merger Agreement, because the aggregate cash consideration that Sprint stockholders will be entitled to receive in the Sprint Merger is fixed at $16.64 billion, upon the consummation of the Sprint Merger, an aggregate of approximately 2,175,163,399 of the outstanding shares of Sprint Common Stock (representing approximately 72% of the outstanding Sprint Common Stock calculated as of June 7, 2013) will be entitled to be exchanged for $7.65 in cash (assuming there are no dissenting stockholders who perfect their appraisal rights). All remaining outstanding shares of Sprint Common Stock (representing approximately 28% of the outstanding Sprint Common Stock calculated as of June 7, 2013) will be exchanged for New Sprint Common Stock on a one-for-one basis. Between the date of the announcement and the consummation of the Sprint Merger, the number of shares of Sprint Common Stock outstanding may vary, and accordingly the number of shares of Sprint Common Stock that will ultimately be exchanged for shares of New Sprint Common Stock in the Sprint Merger will also vary; provided, however, that pursuant to the terms of the Merger Agreement, in no event will the Sprint Merger result in former Sprint stockholders and other former equityholders of Sprint owning in excess of approximately 22.333% of the fully diluted equity of New Sprint at the effective time of the Sprint Merger (excluding shares of New Sprint Common Stock issuable upon exercise by HoldCo of the Warrant, discussed below).

Pursuant to the Merger Agreement, concurrent with the consummation of the Sprint Merger, New Sprint will issue to HoldCo a warrant (the "Warrant") to purchase up to 54,579,924 fully paid and nonassessable shares of New Sprint Common Stock (subject to anti-dilution adjustments), at an exercise price of $5.25 per share (subject to anti-dilution adjustments). The Warrant will be exercisable at the option of HoldCo, in whole or in part, at any time after the issuance of the Warrant until the fifth anniversary of the issuance date. The aggregate purchase price of the Warrant may be paid by either cash or, at the option of HoldCo, through a customary cashless exercise process.

On April 15, 2013, DISH Network Corporation ("DISH") issued a press release announcing that it had submitted a merger proposal to the Sprint board of directors including total consideration of $25.5 billion, consisting of $17.3 billion in cash and $8.2 billion in stock (the "DISH Proposal"). On June 21, 2013, DISH announced its determination to abandon the DISH Proposal.

On June 25, 2013, Sprint reconvened its special meeting of stockholders to adopt the Merger Agreement. Sprint stockholders adopted the Merger Agreement, with approximately 98% of the votes cast voting in favor of the Merger Agreement, representing approximately 80% of the outstanding shares of Sprint Common Stock as of April 18, 2013, the record date for the Sprint special meeting.

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As of the date hereof, a number of the significant conditions to the Sprint Merger have been satisfied, including (i) approval by Sprint stockholders of the Sprint Merger, (ii) expiration of the waiting period applicable to the closing of the Sprint Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) obtaining all required consents to the Sprint Merger by state regulatory agencies, (iv) confirmation that the Committee on Foreign Investments in the United States has completed its review of the Sprint Merger with no unresolved national security concerns and (v) acceptance by the Defense Security Service of a commitment to implement certain national security measures following the Sprint Merger pursuant to a National Security Agreement entered into between HoldCo, SoftBank and certain U.S. government parties (the "National Security Agreement"). As of the date hereof, Sprint and New Sprint expect to close the Sprint Merger in July 2013.

Following the effective time of the Sprint Merger, SoftBank will beneficially own approximately 77.667% of New Sprint, on a fully diluted basis, assuming HoldCo does not exercise any portion of the Warrant (and excluding shares issuable upon exercise of the Warrant) and assuming there are no dissenting stockholders who perfect their appraisal rights. If HoldCo fully exercises the Warrant, SoftBank will beneficially own approximately 78% of New Sprint following the effective time of the Sprint Merger, on a fully diluted basis, assuming there are no dissenting stockholders who perfect their appraisal rights. If there are any dissenting stockholders, SoftBank's and each non-dissenting stockholder's ownership interest in New Sprint will increase proportionately. As a result, until such time as SoftBank and its controlled affiliates hold shares representing less than a majority of the votes entitled to be cast by the holders of outstanding New Sprint Common Stock at a stockholder meeting, SoftBank generally will have the ability to control the outcome of any matter submitted for the vote of New Sprint stockholders, except in certain circumstances set forth in New Sprint's certificate of incorporation or bylaws.

Upon the consummation of the Sprint Merger, each outstanding Sprint stock option, Sprint restricted stock unit, and Sprint performance unit will be converted into a New Sprint stock option, restricted stock unit, or performance unit (each of which will have substantially the same terms and conditions and will be governed by the terms of the plans and agreements under which such Sprint stock options, restricted stock units or performance units are governed, subject to the authority and responsibility of New Sprint's board of directors). The Sprint stock options and Sprint restricted stock units will be converted based on the "award exchange ratio" as described in the Form S-4 and the Supplement, as were applicable before the consummation of the Sprint Merger. In addition, each outstanding option to purchase Sprint Common Stock under the Sprint ESPP will be assumed by New Sprint and converted into an option to purchase the number of shares of New Sprint Common Stock that is equal to the number of shares of Sprint Common Stock that could have been purchased before the Sprint Merger upon the exercise of such ESPP option. The exercise price per share of New Sprint Common Stock for the converted ESPP option will be equal to 95% of the fair market value per share of New Sprint Common Stock on the purchase date.

Upon consummation of the Sprint Merger, New Sprint may assume any or all of the Incentive Plans. If New Sprint elects to do so, it will be entitled to grant stock awards using the share reserves of the applicable assumed Incentive Plans (as applicable) immediately prior to the consummation of the Sprint Merger (including any shares returned to such share reserves as a result of the termination of the converted options and converted restricted stock units). In addition, upon the consummation of the Sprint Merger, all accounts under the Deferred

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Compensation Plans which provide for hypothetical investments in Sprint Common Stock will be converted into hypothetical investment accounts for New Sprint Common Stock based on the "award exchange ratio." These accounts will generally continue to be governed by the terms of the applicable Deferred Compensation Plans.

2. The Clearwire Acquisition

On December 17, 2012, Sprint announced that it had agreed to acquire all of the equity interests of Clearwire not currently owned by Sprint, subject to the terms and conditions of the agreement and plan of merger, dated as of December 17, 2012, by and among Sprint, Clearwire Corporation and Collie Acquisition Corp. (as amended, the "Clearwire Acquisition Agreement"). If the Clearwire Acquisition Agreement is adopted by Clearwire's stockholders and the other closing conditions to the Clearwire Acquisition are satisfied or waived, then upon the terms and subject to the conditions described in the Clearwire Acquisition Agreement, upon the closing of the Clearwire Acquisition, each outstanding share of Class A common stock, $0.0001 par value per share, of Clearwire Corporation, except as otherwise provided for in the Clearwire Acquisition Agreement, will be converted into the right to receive the per share consideration under the Clearwire Acquisition Agreement, and Clearwire Corporation will survive the acquisition as a wholly owned subsidiary of Sprint. Clearwire's stockholders will not receive shares of Sprint Common Stock or shares of New Sprint Common Stock in connection with the Clearwire Acquisition. Before the Clearwire Acquisition can be consummated, a number of conditions must be satisfied or waived, including but not limited to obtaining requisite approval from Clearwire's stockholders, receipt of all required regulatory approvals, and various other conditions.

In addition, in connection with the Clearwire Acquisition, Sprint entered into an agreement with each of Intel Capital Corporation, Intel Capital (Cayman) Corporation, Intel Capital Wireless, Comcast Wireless Investment, LLC and BHN Spectrum Investments, LLC (collectively, the "Voting Agreement Stockholders") whereby (i) if the Clearwire Acquisition Agreement is terminated due to the failure of the Clearwire stockholders to approve the Clearwire Acquisition and (ii) either (a) the Sprint Merger has been consummated or (b) the Sprint Merger shall have been terminated in order for Sprint to enter into an alternative transaction (and such alternative transaction has been consummated), then each such Voting Agreement Stockholder will, upon the occurrence of the events described in (a) or (b), deliver a right of first offer notice to the other equityholders of Clearwire, including Sprint, to offer to sell all of the equity securities of Clearwire such entity owns at a price per share equal to the per share merger consideration under the Clearwire Acquisition Agreement, and Sprint will then be obligated to elect to purchase any such equity securities in any such notice. Each of the Voting Agreement Stockholders has agreed not to exercise their respective purchase rights with respect to any such notice it receives from the other Voting Agreement Stockholders. Any purchase by Sprint of such equity securities of the Voting Agreement Stockholders would increase the voting and ownership interest of Sprint in Clearwire.

In connection with the Clearwire Acquisition, SoftBank entered into a waiver and consent with Sprint which permitted Sprint to enter into the agreements related thereto and provided SoftBank with certain rights to information and review of certain actions which might be taken by Sprint in connection with the Clearwire Acquisition. Sprint agreed to, among other things, consider in good faith SoftBank's comments and suggestions, with respect to certain matters related to the Clearwire Acquisition. In addition, Sprint agreed not to take certain actions with respect to the

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